ΕΚΤΑΚΤΗ ΓΕΝΙΚΗ ΣΥΝΕΛΕΥΣΗ

ΚΟΙΝΟΠΟΙΕΙΤΑΙ σε όλα τα μέλη της Ελληνικής Κοινότητας Τορόντο ότι θα πραγματοποιηθεί

Έκτακτη Γενική Συνέλευση των μελών την Κυριακή, 28 Σεπτεμβρίου, 2025 στις 3:00μ.μ. στο Πολυμενάκειο Πολιτιστικό Κέντρο, 30 Thorncliffe Park Drive, Τορόντο, Οντάριο.

Ημερήσια Διάταξη

1. Έναρξη

2. Εκλογή Προεδρεύοντος

3. Πρoτάσεις του Διοικητικού Συμβουλίου για:

α. Τροποποίηση του Καταστατικού – Άρθρο 3.04(α): Εκλογή Διοικητικών Συμβούλων,

Διάρκεια Θητείας και Μέγιστη Υπηρεσία

β. Tροποποίηση του Καταστατικού – Άρθρο 5.03: Πρόεδρος – Διάρκεια Θητείας και

Μέγιστη Υπηρεσία

γ. Τροποποίηση του Καταστατικού – Άρθρο 5.07: Αρμοδιότητες Γενικού Διευθυντή (COO)

και Προστασία Διακυβέρνησης

δ. Τροποποίηση του Άρθρου 8.10 – Ψηφοφορία στις Συνελεύσεις των Μελών

ε. Τροποποίηση του Καταστατικού – Παράγραφος 8 & Παράγραφος 3:

Διαδικτυακές συγκεντρώσεις και ψηφοφορία

ζ. Τροποποίηση του Καταστατικού – Αρθρο 8.03: Διανομή Οικονομικών Καταστάσεων

η. Τροποποίηση του Καταστατικού – Αρθρο 7.12: Πρόσβαση στα Αρχεία

θ. Τροποποίηση του Καταστατικού – Αρθρο 4.01: Καθήκοντα Μέλων του Δ.Σ.

και ρήτρα απαλλαγής ευθυνών

ι. Τροποποίηση του Καταστατικού – Αρθρο 8.07: Ηλεκτρονικές Ανακοινώσεις

*Η προτάσεις επισυνάπτονται

Ψήφος μελών

5. Λήξη

Γεώργιος Τριανταφύλλου

Γενικός Γραμματέας

18 Αυγούστου, 2025

Εάν δεν έχετε ανανεώσει τη συνδρομή σας, παρακαλώ όπως επικοινωνήσετε με τα γραφεία της Ελληνικής Κοινότητας Τορόντο στο τηλέφωνο 416-425-2485

ή επισκεφτείτε την ιστοσελίδα www.greekcommunity.org

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NOTICE OF SPECIAL GENERAL MEETING

NOTICE is hereby given to all members of the Greek Community of Toronto that there will be a

Special General Meeting on Sunday, September 28, 2025, at 3:00pm at the Polymenakion Cultural Centre,

30 Thorncliffe Park Drive, Toronto, Ontario.

Agenda

1. Call to Order

2. Election of Chair

3. Proposals of the Board of Directors for the following:

a. Amendment to Bylaws – Article 3.04(a): Election of Directors – Term Length and Maximum Service

b. Amendment to Bylaws – Article 5.03: President – Term Length and Maximum Service

c. Motion to Amend the Bylaws – Article 5.07: COO Authority and Governance Protection

d. Motion to Amend Article 8.10 – Voting of Members at Meetings

e. Motion to Amend the Bylaws – Section 8 & Section 3: Electronic Meetings & Voting

f. Motion to Amend the Bylaws – Article 8.03: Financial Statement Distribution

g. Motion to Amend the Bylaws – Article 7.12: Access to Records

h. Motion to Amend the Bylaws – Article 4.01: Director Duties & Indemnification

i. Motion to Amend the Bylaws – Article 8.07: Electronic Notices

*The motions are attached.

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4. Vote of members

5. Adjournment

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Georgios Triantafillou

Secretary-General

August 18, 2025

If you have not renewed your membership, please call the office of the Greek Community of Toronto at 416-425-2485 or visit our website at www.greekcmmunity.org

Legal Motion to Amend Bylaws

Motion Title: Amendment to Bylaws – Article 3.04(a): Election of Directors – Term Length and Maximum Service

Motion:

Be it resolved that Article 3.04(a) of the Bylaws of the Greek Community of Toronto be repealed and replaced in its entirety with the following:

Proposed Wording of Article 3.04(a): Election of Directors

3.04(a) – Election of Directors

Directors shall be elected for a term of four (4) years. All Directors will be elected by the members by personally casting a ballot according to the provisions of the Election By-law of the Corporation. Retiring Directors shall be eligible for re-election to the Board of Directors if they otherwise qualify, subject to a maximum term limit of three (3) consecutive terms, amounting to twelve (12) consecutive years, or for an aggregate period of twelve (12) consecutive years. Retiring Directors shall continue in office until a successor has been duly elected or appointed. A retired Director who has served for a consecutive period of twelve (12) years will once again be eligible to stand for election to the Board following a minimum absence from the Board of three (3) years.

Transitional Provision:

Any Director who was elected under the previous 3-year term structure may continue to serve under the amended 4-year term structure, provided that their total consecutive years of service do not exceed twelve (12) years. This transitional provision applies only to Directors serving during the implementation of this amendment and shall not be interpreted to extend the maximum allowable consecutive service beyond twelve (12) years.

Legal Motion to Amend Bylaws

Motion Title: Amendment to Bylaws – Article 5.03: President – Term Length and Maximum Service

Motion:

Be it resolved that Article 5.03 of the Bylaws of the Greek Community of Toronto be repealed and replaced in its entirety with the following:

Proposed Wording of Article 5.03: President

5.03 – President

The President shall be the Chief Executive Officer and, subject to the authority of the Board, shall have general supervision of the affairs of the Corporation; and shall have such other powers and duties as the Board may specify and as are incidental to his/her office. Without restricting the generality of the foregoing, the President shall, when present, preside at all meetings of the Directors, and shall sign such contracts, documents or instruments in writing as require his/her signature. A retiring President shall be eligible for re-election if he/she otherwise qualifies, subject to a maximum term limit of two (2) consecutive terms of four (4) years each, amounting to eight (8) consecutive years, or for an aggregate period of eight (8) consecutive years. A retired President who has served for a consecutive period of eight (8) years will once again be eligible to stand for election as President following a minimum absence from the office of President of three (3) years.

Transitional Provision:

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Any individual who served as President under the previous 3-year term structure may continue to serve under the amended 4-year term structure, if they are duly elected, and that their total service as President does not exceed eight (8) consecutive years or twelve (12) consecutive years on the Board of Directors, whichever occurs first. This transitional provision applies only to individuals serving during the implementation of this amendment and shall not be interpreted to extend either the President’s eight (8) year term limit or the Director’s twelve (12) year term limit.

Motion to Amend the Bylaws – COO Authority and Governance Protection

Motion Title:

Amendment to the Bylaws to Define the Role, Authority, and Non-Voting Status of the Chief Operating Officer (COO)/General Manager

Motion:

Be it resolved that the bylaws of the Greek Community of Toronto be amended to include Article 5.07 – Chief Operating Officer (COO) Authority and Governance Protection, as outlined below:

Article 5.07 – Chief Operating Officer (COO) Authority and Governance Protection 5.07(a) – Appointment and Role of the COO

The Chief Operating Officer (COO) shall be appointed by the Board of Directors and shall be responsible for the day-to-day operations of the Greek Community of Toronto, including the supervision of staff, program execution, vendor management, and the implementation of board-approved strategies and policies.

5.07(b) – Non-Voting Status

The COO shall attend Board meetings at the invitation of the Board or Executive Committee to provide reports or operational updates but shall not have a vote on any Board matters and shall not be considered a Director under these bylaws.

5.07(c) – Operational Independence

The COO shall have the authority to manage and make decisions regarding the operational affairs of the organization without interference from individual board members, staff, or external groups. Board members shall not engage in operational direction or staff supervision outside of board-approved policy or structure.

5.07(d) – Conflict of Interest and Governance Integrity

The COO is empowered to identify and report any conflicts of interest, ethical concerns, or undue influence by Directors, committees, or third parties. Such matters shall be reported to the President, the Board, or, where appropriate, to external legal counsel.

5.07(e) – Authority to Pause Implementation

If the COO reasonably believes that a directive or action may violate the organization’s bylaws, policies, or applicable law, they may temporarily suspend implementation until the matter is reviewed by the President and/or the Executive Committee. The COO must submit written notice of such a suspension within 48 hours.

5.07(f) – Protection from Retaliation

The COO shall not be subject to disciplinary action, dismissal, or retaliation for reporting concerns in good faith or for enforcing board-approved policies and governance procedures, unless such actions constitute misconduct or negligence.

Rationale:

This amendment strengthens operational integrity by formally defining the Chief Operating Officer’s role, affirming their non-voting status, and protecting them from interference or retaliation when acting in the best interests of the organization. It is intended to safeguard the Greek Community of Toronto from undue influence, ensure good governance practices, and align our operations with the principles of the Ontario Not-for-Profit Corporations Act.

Proposed Motion to Amend Article 8.10 – Voting of Members at Meetings

Whereas the current Constitution requires the presence of 100 members to establish quorum at any meeting of the members;

And whereas the Constitution does not currently include provisions for situations in which quorum is not achieved;

And whereas repeated adjournments due to lack of quorum hinder the ability of the Greek Community of Toronto to fulfill its governance responsibilities;

Be it resolved that Section 8.10 of the Constitution be amended to read as follows:

8.10 Quorum at Meetings of Members

The presence of one hundred (100) of the members shall be necessary to constitute a quorum at any meeting. No business shall be transacted unless the requisite quorum is present at the commencement of such business.

If a quorum is not present within thirty (30) minutes of the time appointed for a meeting of the members, the meeting shall be adjourned and reconvened at the same time and place on the same day of the following week. At the reconvened meeting, the members then present, regardless of their number, shall constitute a quorum and may transact the business for which the meeting was originally called, provided that proper notice has been given.

Motion to Amend the Bylaws: ONCA Compliance – Bylaw Amendment Resolutions

Resolution 1 – Electronic Meetings & Voting

Motion: Whereas the Ontario Not-for-Profit Corporations Act (ONCA) permits members’ and board meetings to be held electronically and recognizes electronic participation and voting as valid unless restricted by the organization’s bylaws.

And whereas the current bylaws of the Greek Community of Toronto do not explicitly reference virtual meetings or electronic voting.

Be it resolved that:

1. The following be added under “Section Eight – Meetings of Members”

“All meetings of the members shall be held in person. Participation by electronic means, including telephone or video conference, is not permitted.”

2. The following be added under “Section Three – Directors”

All meetings of the Board of Directors shall be held in person. Directors may not participate electronically or by telephonic means.”

Resolution 2 – Financial Statement Distribution

Motion: Whereas ONCA requires that voting members receive the corporation’s financial statements at least 21 days prior to the Annual General Meeting. ‍

And whereas this requirement is not currently reflected in the Corporation’s bylaws.

Be it resolved that: The following clause be added to the end of Section 8.03

“Financial statements shall be circulated to all voting members at least twenty-one (21) days prior to the Annual General Meeting, in accordance with the requirements of the Ontario Not-for-Profit Corporations Act.”

Resolution 3 – Access to Records

Motion: Whereas ONCA mandates that corporations maintain registers of members and directors, as well as meeting minutes, and provide member access upon request.

And whereas the current bylaws do not explicitly state this requirement.

Be it resolved that: Section 7.12 be amended to read as follows:

“A register of members indicating their names, addresses, and whether they have paid their annual dues shall be kept by the Secretary.

The Corporation shall also maintain a register of directors and minutes of members, directors, and committee meetings. These records shall be made available for inspection by any voting member upon written request, in accordance with the Ontario Not-for-Profit Corporations Act.”

Resolution 4 – Director Duties & Indemnification

Motion: Whereas ONCA defines fiduciary duties for directors, including acting honestly, in good faith, and with care, and allows bylaws to include indemnity provisions.

And whereas the current indemnity section (4.01) does not explicitly state these duties.

Be it resolved that: The beginning of Section 4.01 be amended to include the following introductory paragraph:

“Every director or officer shall exercise the powers and discharge the duties of their office honestly, in good faith, and in the best interests of the Corporation, and with the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.”

(The remainder of Section 4.01 remains unchanged.)

Resolution 5 – Electronic Notices

Motion: Whereas ONCA allows corporations to send meeting notices to members and directors electronically.

And whereas the Corporation’s current bylaws do not reference electronic notice.

Be it resolved that: Section 8.07 be amended to read as follows:

“A notice stating the day, hour, and place of meeting and the general nature of the business to be transacted shall be served at least ten (10) days before the date of the meeting by the office of the Secretary. Notices may be delivered by mail or by electronic means, including email, to the member’s last known address or email address on record.”

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